Refinancing to Enhance Financial Flexibility
and Support Growth
New Term Loan Carries Higher Ratings and Lower
Interest Rate while Extending Maturity to 2029
Syniverse Corporation (“Syniverse” or the “Company”), the “world’s most
connected company”TM and a premier global technology provider of
mission-critical mobile platforms for carriers and enterprises, has
successfully completed the syndication of $1,000 million new senior
secured term loan commitments (the “Term Loan”) to refinance its
capital structure, subject to customary conditions, including
satisfactory definitive documentation. The financing will be used
in connection with and contingent upon the Company's merger with
M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”), a special
purpose acquisition company or “SPAC”. The financing also includes
a $165 million, five-year senior secured revolving credit facility
(“RCF” and together with the Term Loan, the “Credit
Facilities”).
Summary of key terms for the Term Loan:
· Secured Overnight Funding Rate (SOFR) plus 4.25% (subject to a
50-basis point SOFR floor) with 1.00% original issue discount
· No Credit Spread Adjustment (CSA) included
· Environmental, Social & Governance (ESG) metric-based
step-down in the Term Loan interest rate margin of 7.5 basis points
subject to meeting a specified target in the new credit agreement
for the Credit Facilities
· 2029 Final Maturity with a standard 1.0% annual principal
amortization and 101 soft call provision for six months from date
of closing
· B2 Rating from Moody’s Investor Service and B- Rating from
Standard & Poor’s on both the Term Loan and RCF
Syndication of the new term loans was approximately 2.1x times
oversubscribed with 48 investors in the final order book. As a
result, the refinancing priced at the lower end of initial
expectations.
“We are very pleased with the better than expected execution we
realized on these credit facilities,” said Simeon Irvine, Syniverse
CFO. “Our future shareholders stand to benefit from a substantial
reduction in our interest rates and contingent on our proposed
merger with MBAC, our gross debt will reduce by half.”
“The enhanced financial flexibility this refinancing provides
will enable both continued deleveraging through improved Free Cash
Flow generation and heightened reinvestment in innovation to spur
faster growth. We look forward to merging with MBAC, and as a
public company, providing guidance on Free Cash Flow for 2022 on
our 1st Quarter earnings call in April,” Irvine said.
Barclays Bank PLC acts as Joint Lead Arranger and Joint
Bookrunner on the Term Loan, together with Goldman Sachs Bank USA,
Mizuho Bank, Ltd., BofA Securities, Inc., Credit Suisse Loan
Funding LLC, Deutsche Bank Securities Inc., BNP Paribas Securities
Corp. and Société Générale. Barclays Bank PLC will also be the
Administrative Agent.
In August 2021, Syniverse announced its plan to go public
through a merger agreement with MBAC. Syniverse and MBAC announced
on January 10, 2022, that MBAC’s special meeting of shareholders to
approve the merger is scheduled to be held on February 9, 2022. On
January 7, 2022, MBAC commenced mailing of its definitive proxy
statement to its shareholders of record as of January 6, 2022. Upon
closing of the transaction, the renamed Syniverse Technologies
Corporation will be listed on the New York Stock Exchange under the
ticker “SYNV.”
About Syniverse
Syniverse is a leading global provider of unified,
mission-critical platforms enabling seamless interoperability
across the mobile ecosystem. Syniverse makes global mobility work
by enabling consumers and enterprises to connect, engage, and
transact seamlessly and securely. Syniverse offers a premier
communications platform that serves both enterprises and carriers
globally and at scale. Syniverse’s proprietary software, protocols,
orchestration capabilities and network assets have allowed
Syniverse to address the changing needs of the mobile ecosystem for
over 30 years. Syniverse continues to innovate by harnessing the
potential of emerging technologies such as 5G, IoT, RCS and CPaaS
for its customers.
About MBAC
MBAC is a special purpose acquisition corporation formed for the
purpose of effecting a merger, stock purchase or similar business
combination with one or more businesses. MBAC is led by key
executives of M3 Partners, LP, a leading financial advisory
services firm that specializes in assisting companies at inflection
points in their growth cycle, and Brigade Capital Management, LP, a
leading global investment advisor that was founded in 2006 to
specialize in credit-focused investment strategies and has
approximately $30 billion in assets under management.
Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates and projections of the businesses of MBAC or Syniverse
may differ from their actual results and consequently you should
not rely on these forward-looking statements as predictions of
future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “would,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, expectations with respect
to future performance of MBAC and Syniverse and anticipated impacts
of the proposed transaction, the satisfaction of the closing
conditions to the proposed transaction and the timing of the
completion of the proposed transaction.
These forward-looking statements are not guarantees of future
performance, conditions, or results, and involve significant risks
and uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside of the control of MBAC and Syniverse and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the inability to complete the transactions
contemplated by the agreement and plan of merger with respect to
the proposed transaction (the “Merger Agreement”), including due to
failure to obtain approval of the stockholders of MBAC or other
conditions to closing in the Merger Agreement; (2) the outcome of
any legal proceedings or regulatory inquiries that may be
instituted against the parties following announcement of the Merger
Agreement and the proposed transactions contemplated thereby; (3)
the ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things,
competition, the ability of the post-combination company to grow
and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; (4) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement and the
proposed transactions contemplated thereby; (5) risks related to
the uncertainty of the projected financial information with respect
to Syniverse; (6) the inability to obtain or maintain the listing
of the post-acquisition company’s Class A Stock and public warrants
on the NYSE following the proposed business combination; (7) risks
related to the post-combination company’s ability to raise
financing in the future; (8) the post-combination company’s success
in retaining or recruiting, or changes required in, our officers,
key employees or directors following the proposed business
combination; (9) our directors and officers potentially having
conflicts of interest with our business or in approving the
proposed business combination; (10) intense competition and
competitive pressures from other companies in the industry in which
the post-combination company will operate; (11) the business,
operations and financial performance of Syniverse, including market
conditions and global and economic factors beyond Syniverse’s
control; (12) the effect of legal, tax and regulatory changes; (13)
the receipt by MBAC or Syniverse of an unsolicited offer from
another party for an alternative business transaction that could
interfere with the proposed business combination; (14) the risk
that the proposed business combination disrupts current plans and
operations of MBAC or Syniverse as a result of the announcement and
consummation of the transactions described herein; (15) costs
related to the proposed business combination; (16) changes in
applicable laws or regulations; (17) the possibility that MBAC or
Syniverse may be adversely affected by other economic, business,
and/or competitive factors; (18) the amount of redemption requests
made by MBAC’s public stockholders; (19) the impact of the
continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s
projected results of operations, financial performance or other
financial metrics or on any of the foregoing risks; and (20) other
risks and uncertainties disclosed in MBAC’s Quarterly Reports on
Form 10-Q and the definitive proxy statement, including those under
“Risk Factors,” and other documents filed or to be filed with the
SEC by MBAC.
MBAC and Syniverse caution that the foregoing list of factors is
not exclusive. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Syniverse and MBAC do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based.
Information About the Proposed Transaction and Where to Find
It
In connection with the proposed transaction, MBAC has filed a
definitive proxy statement with the SEC. MBAC’s stockholders and
other interested persons are advised to read the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the proposed transaction, as these materials
contain important information about MBAC, Syniverse and the
proposed transaction. MBAC has mailed the definitive proxy
statement to the stockholders of MBAC as of January 6, 2022, the
record date established for the proposed transaction. MBAC
Stockholders will also be able to obtain copies of the definitive
proxy statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge, at the SEC’s
website at https://www.sec.gov/, or by directing a request to:
M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New
York, New York 10019.
Participants in the Solicitation
MBAC and its directors and executive officers may be deemed
participants in the solicitation of proxies of MBAC’s stockholders
with respect to the proposed transaction. A list of those directors
and executive officers and a description of their interests in MBAC
have been filed in the proxy statement for the proposed transaction
and are available at https://www.sec.gov/. Additional information
regarding the interests of such participants is contained in the
proxy statement.
Syniverse and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of MBAC in connection with the proposed transaction. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed transaction
have been included in the proxy statement for the proposed business
combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220201005763/en/
Media and Press: Brooke Gordon /
Kelsey Markovich Sard Verbinnen & Co.
syniverse-svc@sardverb.com +1.212.687.8080
Investor Relations: Stanley
Martinez, CFA, IRC Syniverse ir@syniverse.com
+1.813.614.1070
Kristin Celauro M3-Brigade Acquisition II Corp.
kcelauro@m3-partners.com +1.212.202.2223
M3Brigade Acquisition II (NYSE:MBAC)
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